Common use of Calculation of Adjustment Clause in Contracts

Calculation of Adjustment. The Closing Purchase Price, as adjusted pursuant to Section 1.4(a) will be: (A) increased dollar-for-dollar by the amount that the Actual Net Working Capital exceeds the Estimated Net Working Capital or decreased dollar-for-dollar by the amount that the Actual Net Working Capital is less than the Estimated Net Working Capital, determined in accordance with the procedures set forth in this Section 1.4(b), (B) increased dollar-for-dollar by the amount that the Estimated Company Indebtedness exceeds the Actual Indebtedness or decreased dollar-for-dollar by the amount that the Actual Indebtedness exceeds the Estimated Company Indebtedness, determined in accordance with the procedures set forth in this Section 1.4(b), (C) increased dollar-for-dollar by the amount that the Estimated Company Transaction Expenses exceeds the Actual Company Transaction Expenses or decreased dollar-for-dollar by the amount that the Actual Company Transaction Expenses exceeds the Estimated Company Transaction Expenses determined in accordance with the procedures set forth in this Section 1.4(b), and (D) increased dollar-for-dollar by the amount that the Estimated Closing Bonus Payments exceeds the Actual Closing Bonus Payments or decreased dollar-for-dollar by the amount that the Actual Closing Bonus Payments exceeds the Estimated Closing Bonus Payments determined in accordance with the procedures set forth in this Section 1.4(b). Any payment owed pursuant to this Section 1.4(b)(i) will be paid within five (5) Business Days after the Final Closing Statement is agreed to by the Seller and the Purchaser or is determined by the Neutral Auditor in accordance with Section 1.4(b)(iv) or is deemed final pursuant to the last sentence of Section 1.4(b)(ii). If such amount is not timely paid in accordance with this Section 1.4(b)(i), then such amount shall bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full. (1) If the sum of the adjustments calculated in accordance with Section 1.4(b) is positive, then the Purchaser shall pay to the Seller an amount equal to such sum by wire transfer of immediately available funds, no later than five (5) Business Days following the Purchaser’s receipt of written wire instructions from the Seller. (2) If the sum of the adjustments calculated in accordance with Section 1.4(b) is negative, then the Seller shall pay to the Purchaser the amount of such sum, by wire transfer of immediately available funds, no later than five (5) Business Days following the Seller’s receipt of written wire instructions from the Purchaser.

Calculation of Adjustment. The (A) If the Final Closing Net Working Capital is greater than the Target Net Working Capital, the Purchase Price, Price (as adjusted pursuant to Section 1.4(aSections 2.2(b)(ii)–(iii)) will be: (A) be increased dollar-for-dollar by the amount that of such excess; provided, however, if the Actual Final Closing Net Working Capital exceeds is greater than the Estimated Closing Net Working Capital or (and the Estimated Closing Net Working Capital was less than the Target Net Working Capital), the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)–(iii)) will instead be increased dollar-for-dollar by the amount of such excess. If the Final Closing Net Working Capital is less than the Estimated Closing Net Working Capital, the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)–(iii)) will be decreased dollar-for-dollar by the amount that of such shortfall. (B) If the Actual Net Working Capital Final Closing Cash is less greater than the Estimated Net Working CapitalClosing Cash, determined in accordance with the procedures set forth in this Section 1.4(bPurchase Price (as adjusted pursuant to Sections 2.2(b)(ii)–(iii), (B) will be increased dollar-for-dollar by the amount that of such excess. If the Final Closing Cash is less than the Estimated Company Indebtedness exceeds Closing Cash, the Actual Indebtedness or Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)–(iii)) will be decreased dollar-for-dollar by the amount that of such shortfall. (C) The amount of any decrease to the Actual Indebtedness exceeds the Estimated Company IndebtednessPurchase Price, determined pursuant to this Section 2.2(c)(i), shall be paid by the Sellers (in accordance H:815039 19 with their Pro Rata Percentages) to Buyers, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the procedures set forth in account designated by the Buyers. The amount of any increase to the Purchase Price, determined pursuant to this Section 1.4(b2.2(c)(i), (C) increased dollar-for-dollar shall be satisfied by Holdings issuing to the amount that the Estimated Company Transaction Expenses exceeds the Actual Company Transaction Expenses or decreased dollar-for-dollar by the amount that the Actual Company Transaction Expenses exceeds the Estimated Company Transaction Expenses determined Sellers, in accordance with their Pro Rata Percentages, a number of shares of Common Stock equal to the procedures set forth in this Section 1.4(b), and amount of such increase divided by the Rollover Share Value. (D) increased dollar-for-dollar by the amount that the Estimated Closing Bonus Payments exceeds the Actual Closing Bonus Payments or decreased dollar-for-dollar by the amount that the Actual Closing Bonus Payments exceeds the Estimated Closing Bonus Payments determined in accordance with the procedures set forth in this Section 1.4(b). Any payment amounts owed pursuant to this Section 1.4(b)(i2.2(c) will be paid within five (5) Business Days after the Final Closing Statement is agreed to by the Seller Sellers and the Purchaser Buyers or is determined by the Neutral Auditor in accordance with Section 1.4(b)(iv) or is deemed final pursuant to the last sentence of Section 1.4(b)(ii). If such amount is not timely paid in accordance with this Section 1.4(b)(i2.2(c), then such amount shall bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full. (1E) If the sum a Seller fails to make any payment required by this Section 2.2(c), (I) without any further action by Buyers, such Seller shall automatically forfeit all of the adjustments calculated such Sellers’ rights, title and interest in accordance and with Section 1.4(b) is positive, then the Purchaser shall pay respect to the Seller an amount a number of Rollover Shares equal to such sum by wire transfer of immediately available funds, no later than five (5) Business Days following the Purchaser’s receipt of written wire instructions from the Seller. (2) If the sum of the adjustments calculated in accordance with Section 1.4(b) is negative, then the Seller shall pay to the Purchaser the amount of such sumpayment divided by the Rollover Share Value, and Mondee shall be deemed the owner of such Rollover Shares for all purposes, and Mondee agrees to provide such Seller with written notice thereof promptly after any such forfeiture and (II) Holdings may withhold and set off any such amounts against the Rollover Shares otherwise required to be issued to the Sellers under this Agreement, including the Deferred Rollover Shares and the Earnout Rollover Shares. Any transferee of Rollover Shares shall agree to be bound by wire transfer and subject to the terms of immediately available funds, no later than five (5) Business Days following the Seller’s receipt of written wire instructions from the Purchaserthis Section 2.2(c)(i)(E).

Calculation of Adjustment. The (A) If the Final Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, the Closing Purchase Price, Price and number of Rollover Shares (as adjusted pursuant to Section 1.4(aSections 2.2(c)(ii)-(iv)) will be: (A) be increased dollar-for-dollar (based on the Rollover Share Value) by the amount that of such excess. If the Actual Net Working Capital exceeds the Estimated Net Working Capital or decreased dollar-for-dollar by the amount that the Actual Final Closing Net Working Capital is less than the Estimated Closing Net Working Capital, determined in accordance with the procedures set forth in this Section 1.4(bClosing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv), ) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount of such shortfall. (B) If the Final Closing Cash is greater than the Estimated Closing Cash, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be increased dollar-for-dollar (based on the Rollover Share Value) by the amount that of such excess. If the Final Closing Cash is less than the Estimated Company Indebtedness exceeds Closing Cash, the Actual Indebtedness or Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount that the Actual Indebtedness exceeds the Estimated Company Indebtedness, determined in accordance with the procedures set forth in this Section 1.4(b), of such shortfall. H:836720 15 (C) If the Final Closing Indebtedness is greater than the Estimated Closing Indebtedness, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount of such excess. If the Final Closing Indebtedness is less than the Estimated Closing Indebtedness, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be increased dollar-for-dollar (based on the Rollover Share Value) by the amount of such shortfall; provided, however, that the Estimated Company Transaction Expenses exceeds the Actual Company Transaction Expenses or decreased dollar-for-dollar by the amount that the Actual Company Transaction Expenses exceeds maximum increase pursuant to this section shall be equal to the Estimated Company Transaction Expenses determined in accordance with the procedures set forth in this Section 1.4(b), and Closing Indebtedness. (D) increased dollar-for-dollar by The amount of any decrease to the amount that the Estimated Closing Bonus Payments exceeds the Actual Closing Bonus Payments or decreased dollar-for-dollar by the amount that the Actual Closing Bonus Payments exceeds the Estimated Closing Bonus Payments Purchase Price and number of Rollover Shares, determined in accordance with the procedures set forth in this Section 1.4(b). Any payment owed pursuant to this Section 1.4(b)(i2.2(d)(i), shall be paid by the Sellers (in accordance with their Pro Rata Percentages) to Buyer by a decrease in the Rollover Shares. The amount of any increase to the Closing Purchase Price, determined pursuant to this Section 2.2(d)(i), shall be paid by the Buyer to the Sellers in accordance with their Pro Rata Percentages by an increase in the number of Rollover Shares to the accounts designated by the Sellers. (E) Any adjustment in Rollover Shares pursuant to this Section 2.2(d) will be paid settled within five (5) Business Days after the Final Closing Statement is agreed to by the Seller Sellers and the Purchaser Buyer or is determined by the Neutral Auditor in accordance with Section 1.4(b)(iv) or is deemed final pursuant to the last sentence of Section 1.4(b)(ii). If such amount is not timely paid in accordance with this Section 1.4(b)(i2.2(d), then such amount shall bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full. (1F) If the sum a Seller fails to make any adjustments required by this Section 2.2(d), (I) without any further action by Buyer, such Seller shall automatically forfeit all of the adjustments calculated such Sellers’ rights, title and interest in accordance and with Section 1.4(b) is positive, then the Purchaser shall pay respect to the Seller an amount a number of Rollover Shares equal to such sum by wire transfer of immediately available funds, no later than five (5) Business Days following the Purchaser’s receipt of written wire instructions from the Seller. (2) If the sum of the adjustments calculated in accordance with Section 1.4(b) is negative, then the Seller shall pay to the Purchaser the amount of such sumpayment divided by the Rollover Share Value, and Buyer shall be deemed the owner of such Rollover Shares for all purposes, and Buyer agrees to provide such Seller with written notice thereof promptly after any such forfeiture and (II) Holdings may withhold and set off any such amounts against the Rollover Shares otherwise required to be issued to the Sellers under this Agreement, including the Earnout Rollover Shares and the Deferred Rollover Shares. Any transferee of Rollover Shares shall agree to be bound by wire transfer and subject to the terms of immediately available funds, no later than five (5) Business Days following the Seller’s receipt of written wire instructions from the Purchaserthis Section 2.2(d)(i)(F).

Calculation of Adjustment. The (A) If the Final Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, the Purchase Price, Price (as adjusted pursuant to Section 1.4(aSections 2.2(b)(ii)-(iv)) will be: (A) be increased dollar-for-dollar by the amount of such excess; provided, however, that the Actual maximum increase pursuant to this section shall be equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital. If the Final Closing Net Working Capital or is less than the Estimated Closing Net Working Capital, the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)-(iv)) will be decreased dollar-for-dollar by the amount that of such shortfall. (B) If the Actual Net Working Capital Final Closing Cash is less greater than the Estimated Net Working CapitalClosing Cash, determined in accordance with the procedures set forth in this Section 1.4(bPurchase Price (as adjusted pursuant to Sections 2.2(b)(ii)-(iv), (B) will be increased dollar-for-dollar by the amount of such excess; provided, however, that the maximum increase pursuant to this section shall be equal to the amount by which the Target Closing Cash exceeded the Estimated Company Indebtedness exceeds Closing Cash. If the Actual Indebtedness or Final Closing Cash is less than the Estimated Closing Cash, the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)-(iv)) will be decreased dollar-for-dollar by the amount that the Actual Indebtedness exceeds the Estimated Company Indebtedness, determined in accordance with the procedures set forth in this Section 1.4(b), of such shortfall. (C) If the Final Indebtedness is greater than the Estimated Closing Indebtedness, the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)-(iv)) will be decreased dollar-for-dollar by the amount of such excess. If the Final Closing Indebtedness is less than the Estimated Closing Indebtedness, the Purchase Price (as adjusted pursuant to Sections 2.2(b)(ii)-(iv)) will be increased dollar-for-dollar by the amount of such shortfall; provided, however, that the maximum increase pursuant to this section shall be equal to the Estimated Company Transaction Expenses exceeds Closing Indebtedness. (D) The amount of any decrease to the Actual Company Transaction Expenses or decreased dollar-for-dollar Purchase Price, determined pursuant to this Section 2.2(c)(i), shall be paid by the amount that the Actual Company Transaction Expenses exceeds the Estimated Company Transaction Expenses determined Sellers (in accordance with their Pro Rata Percentages) to Buyers by wire transfer of immediately available funds to the procedures set forth in account designated by Buyers. The amount of any increase to the Purchase Price, determined pursuant to this Section 1.4(b2.2(c)(i), and shall be paid by Buyers (D) increased dollar-for-dollar by the amount that the Estimated Closing Bonus Payments exceeds the Actual Closing Bonus Payments or decreased dollar-for-dollar by the amount that the Actual Closing Bonus Payments exceeds the Estimated Closing Bonus Payments determined in accordance with their Pro Rata Percentages) to the procedures set forth Sellers in this Section 1.4(b)accordance with their Pro Rata Percentages by wire transfer of immediately available funds to the accounts designated by the Sellers. Any payment owed pursuant to this Section 1.4(b)(i2.2(c) will be paid within five (5) Business Days after the Final Closing Statement is agreed to by the Seller Sellers and the Purchaser Buyers or is determined by the Neutral Auditor in accordance with Section 1.4(b)(iv) or is deemed final pursuant to the last sentence of Section 1.4(b)(ii). If such amount is not timely paid in accordance with this Section 1.4(b)(i2.2(c), then such amount shall bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full. (1) If the sum of the adjustments calculated in accordance with Section 1.4(b) is positive, then the Purchaser shall pay to the Seller an amount equal to such sum by wire transfer of immediately available funds, no later than five (5) Business Days following the Purchaser’s receipt of written wire instructions from the Seller. (2) If the sum of the adjustments calculated in accordance with Section 1.4(b) is negative, then the Seller shall pay to the Purchaser the amount of such sum, by wire transfer of immediately available funds, no later than five (5) Business Days following the Seller’s receipt of written wire instructions from the Purchaser.